Why didn't you kiss him?
by NationalLoser
Summary: When Johnny pulls away from Max, she doesn't push further because she realises it's not really him who she's in love with, and with Caroline pressuring her to tell all about her secret love, will Max crack? Eventual Max/Caroline obviously;)
1. Chapter 1

**A/N: Sorry guys, I just have to post this now before I burst, I've been watching this show all day and the sexual tension is just ajhdflkajdhfkashdflad. Okay, so basically this is set in the episode where Max tries to kiss Johnny and he pulls away, and I think there's a whole other reason behind it;) This fic kicks off from where Caroline is interrogating Max at the hoarder's.**

"Why didn't you kiss him?!" Caroline cried. For someone who acted so strong, Max's cowardly side when it came to feelings really baffled her.

"Well, he didn't wanna!" Max cried back. "Besides, I'm not entirely into him anyway, it doesn't matter." Max let her voice trailed off and tried to concentrate on tidying the things around her.

A few seconds went by silently until Max shivered because Caroline placed a hand on her shoulder.

"Aw, Max." Caroline cooed, letting her hand fall down her best friend's back. "He doesn't have a reason not to like you back."

"Just...drop it" Max replied, not turning round "I don't like him...and yes he does actually."

"Why the hell wouldn't he love you?!" Caroline protested, clearing up some random things around her.

"Oh...my...GOD!" Max screamed.

"What?!" Caroline spun round quickly.

Max dug through a pile of filthy clothes and withdrew her hand a few seconds later, cupping them together.

Caroline moved herself closer to Max's hands, pulling her hair out of her face to get a better look.

Max opened her hands to reveal a small, brown rat. She smiled proudly.

Caroline screeched and moved away from Max, trying to climb up a pile of newspapers.

"_What_ are you doing?" Max laughed.

"Get rid of that thing!" Caroline screamed again, trying to stabilise herself on the wobbling pile of newspapers.

"This _thing _happens to be a living creature! And his name is Callum so-"

Max was interrupted by a crash, she closed her eyes instincively, but knew what had happened. She opened her eyes and burst out laughing.

Caroline had fallen off the pile of newspapers and the shock of her falling had cause the newspapers to fall over too and bury her completely.

"Well, I guess we're alone now Callum." Max smirked.

"Max!" came a voice from in the pile of newspapers. "Help me!"

"Alright, alright" Max mumbled, letting the rat run free out into the street.

Max began to dig through the newspapers, tossing them aside until she caught sight of some blonde hair.

She smiled as she revealed her best friends face in the pile, a smile she let linger for probably too long before wiping it off her face.

Max extended her hand to pull Caroline up, but Caroline just held it.

"I don't like that look in your eye" Max chuckled.

Max swore she could see Caroline's eyes sparkled before she was pulled violently into the pile of newspapers.

"This is your fault so you should suffer it too!"

"How is it my fault you're scared of a rat?" Max could hardly breathe for laughing, Caroline was laughing too, which just made her laugh more.

Caroline swatted a few newspapers away so they were barely up to their waists in scattered pieces of paper.

"You're good Max" Caroline smiled briefly.

"At what?" Max was still giggling.

"Changing the subject, you never told me why Johnny wouldn't love you."

"Oh" Max sighed "That."

"Come on" Caroline moaned.

"I just, don't like Johnny." Max shrugged.

"I _know_ you like someone" Caroline smirked "You've got that look about you sometimes, you know, when a person has found 'the one'" She smiled at the end of her sentence, happy for her friend, but at the same time disappointed.

Caroline had kind of developed feelings for Max. _Kind of._ She felt like repeating kind of in her head, it made them go away a little bit. It didn't really and now, knowing that Max had found someone, made them flare up more. On one hand, she was glad Max was happy, and it may help her move on a bit. But, on the other hand, jealousy was not something Caroline took very well.

"I...don't know..." Max refrained from giving Caroline any more information, as much as she wanted to blur the lines of their friendship right there and then, she couldn't bring herself to say much when she was faced with awkward moments. "I'm not good with feelings."

Caroline's eyes softened. "Max!" she smiled "I didn't know you were so deep!"

Max rolled her eyes. "So, maybe I do like someone else, what does it matter, let's just clean up and get out of here."

"Okay" Caroline replied "If you don't wanna talk about it, I won't make you."

Max smiled briefly at Caroline, praying somehow that the blonde would catch on.

"Did you just touch my leg?" Caroline asked, her eyes widening, but her stomach doing hoops.

"No..." Max replied, her eyes widening too.

Caroline screamed and jumped out of the pile of newspapers, Max following behind her.

"Let's just...get out of here!" Caroline turned to Max quickly, who nodded in agreement, grabbing her coat and following Caroline as she ran towards the door.

**A/N Well that's it for the first chapter, I know it's short. Think of it as a pilot chapter;) let me know what you guys think and I'll carry on!**


	2. Chapter 2

**A/N: This will be a much longer chapter because I'm really enjoying this fic aha**

"We're never gonna get that place cleaned!" Caroline moaned as her and Max arrived back at their apartment.

"We're not cleaning it, we're organising it, and besides, I have a plan." Max replied, closing the door behind her.

"What is it?" Caroline asked.

"We organise it into piles. We call them 'crap' and... 'super crap'" Max tossed her handbag on the sofa and walked to the kitchen area.

"That wouldn't get us paid, genius."

"I doubt he can even find his money." Max chuckled.

"I heard hoarders were loaded, plus he lives with his mom, she might have some money." Caroline sat down on the sofa and read one of the magazines she had made Max buy for her.

"Ooh! What if, we kill him an-" Max got excited over her next plan.

"Excuse me?" Caroline replied, putting down her magazine to look at Max. "Can you imagine this face in jail?" She made circles in the air in front of her face with her free hand.

"Do you want me to answer that?"

"No, forget it." Caroline went back to her magazine, feigning anger.

Max slumped over to the sofa and threw herself down next to Caroline.

"C'mon murder's easy, he's got plenty of weapons in there we can use." Max pawed at her best friend's arm.

"Call me crazy-"

"Crazy." Max interrupted, smirking, earning her a less than appreciative look from her blonde companion.

"Call me crazy, but" Caroline quickly added, making sure she wasn't interrupted.

"I don't think you've got it in you to kill someone."

"Are you kidding me blondie? I'll kill someone right here, right now." Max laughed.

"So I'm wrong in thinking you have a soft spot?" Caroline smirked.

"Yes."

"But what about the person you like, you must have a soft spot for them."

"Hell yeah, but that soft spot's in my pants." Max stated matter-of-factly.

"For the right price I'd kill anyone." Max carried on, laughing at Caroline's reaction to her last response. "You don't wanna learn that the hard way. Now can we stop playing 20 questions, I've got baking to do."

* * *

Caroline and Max came home from work at the diner, exhausted as usual. However, Caroline was particularly exhausted, she'd had to work harder as Max wasn't herself.

"Are you sure you don't wanna talk about what's wrong?" Caroline approached her best friend.

"Yeah" Max replied, a little bluntly.

"Please tell me what's wrong" Caroline grabbed Max's hand and pulled her to sit on the sofa.

"Caroline please." Max rolled her eyes.

Caroline kept her hands on Max's and looked her in the eyes, smiling, but her face showing concern.

"What's wrong?"

Max remained silent, but Caroline could see her tough guy facade begin to crack.

"What if I'm not good enough?" Max sighed eventually.

"For what?"

"Anything, especially for...love."

Caroline took a deep breath. She couldn't believe what she was considering, telling Max everything. She doubted Max would feel the same way, but at least it would help her confidence.

Caroline moved her face towards Max's who, suprisingly, seemed to catch on and swept Caroline up in a quick kiss.

"You're good enough for me Max" She smiled, wrapping her arms around Max's neck.

Caroline eagerly waited for a reply from Max, which didn't come. She began to feel dizzy, the world began to blur and she blacked out.

* * *

Caroline woke up with a start after feeling something cold and sticky hit her face.

She'd had another dream about Max.

She quickly turned her attention to the substance on her face, sitting up to examine it.

It was icing.

"Max!" she cried.

Caroline could her a loud laugh coming from her roommate's direction.

"That's a good look for you" Max managed to say inbetween fits of laughter.

"Why Max?" Caroline rolled her eyes.

Max just chuckled, she loved to wind Caroline up. She loved Caroline full stop really, not like she'd ever tell her best friend that. Falling in love with your best friend wasn't something even normal peopleople confessed to, let alone her.

Max was brought of her daydream as a pillow flew through the air and hit the mixing bowl she was holding, the contents of which, was now on her shirt.

She put down the bowl and threw Caroline a look, who was in uncontrollable fits of laughter.

"You know something blondie? We don't hug enough." Max sprinted across the apartment to Caroline's bed.

Caroline noticed Max moving halfway across the apartment and got up and ran, not wanting to be covered in more icing.

"Nu-uh girlfriend, these pyjamas are Gucci." Caroline laughed.

"Are you serious?" Max joked.

"No, Gucci don't make pyjamas, I was making a spoilt white girl comment, duh." Caroline smirked.

"That definitley deserves a hug." Max laughed, chasing Caroline again.

"No!" Caroline screamed, dashing around the apartment.

Eventually, Max caught up with Caroline and wrapped her arms around the blonde, hugging her tighly from behind, making sure her best friend was covered in as much icing as she was.

Caroline tried to ignore Max's breath on her neck, and how much it gave her goosebumps, while Max tried to ignore how perfectly she thought their bodies fit together.

"That should just about do it." Max said, satisfied and pulled away from their awkward embrace.

"I can't believe you!" Caroline cried. "My bed!"

Max couldn't help herself. "I got my cream in your vagina, oh no!" she smirked.

Caroline rolled her eyes, she found Max's sexual jokes funny, but if she laughed, that would encourage her roommate to carry on, and that would be too much awkwardness for her to handle.

"So you'll sleep in my bed, who cares?" Max shrugged, going back to her cupcakes.

"Where will you sleep?" Caroline asked.

"In my bed...you're sleeping at the bottom of my bed. Isn't that what people usually do with their pets?" Max chuckled to herself.

"What am I gonna do with you?" Caroline sighed, laughing.

"Help me get these cupcakes in these boxes?" Max smiled hopefully.

"Ha!" Caroline laughed, turning to Max, who shot her a look.

"Okay..." she sighed and stood up to help her friend.

* * *

"Max it's two in the morning, aren't you done yet, we have work tomorrow." Caroline moaned, curled up on the sofa.

"Yes, but it would've be done quicker if you had actually helped." Max shot back at her companion, who had stayed on the sofa pretty much all night.

"Sorry, sorry" Caroline stood up and walked over to Max. "Come to bed now, if not you'll be tired tomorrow."

"Are you trying to get me into bed?" Max winked.

"Yes, but not in that way." Caroline rolled her eyes for what must've been the 20th time that night.

"Alright, fine." Max put down the last cupcake box and walked to her bedroom.

She climbed into bed and pulled the duvet tightly around her, Caroline joined her a few minutes later.

"Max?" Caroline asked, prompting Max to turn and face her.

"What?" Max moaned.

"The person you like, what's he like?" Caroline smiled.

Max cracked a little smile, "Would you think any less of me if I said it wasn't...a guy?"

Caroline shook her head "That's your decision, that's brave of you."

"Don't go flying out of the bed or anything" Max joked, then turned away, trying to sleep.

"I won't." Caroline smiled, and her smile quickly faded, she tried to force herself out of the false hope that had built up inside of her by replying further to Max.

"It's not like you said you were in love with me."

**A/N: I'm so sorry for that ending of the chapter, I know it's sad omg D: Things will pick up though;)**


	3. Chapter 3

Max woke up with a start after having a pillow thrown at her face.

She opened her eyes, and saw Caroline, kneeling on the bed, already in her uniform, with a pillow in her hand.

"Get up." She warned.

"Aw, jeez. Is it morning already?" Max squinted, leaning up off the bed.

"That's usually what happens after night time Max. I told you we'd end up being late, we need to be in the subway in 15 minutes. GO GO GO!" Caroline screamed, leaving the room.

Max rubbed her head "I need to get you a muzzle." she groaned at Caroline as she left.

Max got dressed quickly and stumbled into the living room, pulling her shoes on.

"I should be a professional motivator" Caroline smiled as her roommate appeared.

"Go away" Max moaned, picking up her cupcake boxes.

"Come on, morning's great!" Caroline chirped.

"Go. Away." Max stated louder.

"Someone hates morning people." Caroline feigned hurt.

"Yep, and afternoon people and evening people and night-time people. I hate people." Max laughed.

"But you don't hate me" Caroline said quietly.

"Don't bet on it blondie." Max smirked, opening the door.

"Well that's rude." came the reply.

* * *

Max and Caroline arrived at the diner, Max carrying all the cupcake boxes and not happy about it.

"You know you could help?" Max sighed.

"I could, but then I'd be the one struggling and not you." Caroline smiled.

Max put the boxes down on the counter and shot Caroline a look.

"Okay, I'll unpack them." She gave in and helped her friend open the boxes and place the cupcakes on display.

"Caroline..." Max began, placing down the empty box she was holding.

"Yeah?" Caroline replied, not turning to look at Max.

"You know, I'd appreciate it if you didn't tell anyone what...I told you last night." Max dropped her gaze, pretending to be occupied with the empty boxes, picking them up and putting them back down randomly.

Caroline turned to look at Max and felt her heart melt, it was so rare for Max to be so open with anyone.

"Of course I won't tell anyone" Caroline stepped towards Max "But I feel like I wanna hug you now." she smiled.

"Do you have to?" Max sighed.

"Yes!" Caroline cried and wrapped her arms around Max, who laid her hands gently on Caroline's back.

"This is what I like to see first thing in the morning" Came a voice from inside the kitchen.

"Mornin' Oleg" Max smirked, pulling away from Caroline.

"Good morning beautiful ladies" Oleg smiled, he could be quite sweet, when he wasn't talking about sex.

"Can we clean my bed today so I don't have to sleep in yours again?" Caroline asked, as Han entered, turning the closed sign to 'open'.

Oleg's eyes widened and he gulped heavily.

"Not what it sounds like, sorry to disappoint you" Max laughed.

"One of these days, you two will have sex and then Oleg will be correct, and happy, and...other things" he trailed off, turning back into the kitchen.

"Pfft, he doesn't know what he's talking about" Max smiled at Caroline who looked worried.

"I know, as if we're ever gonna have sex" Caroline scoffed.

"I wouldn't write it off, I'm persuasive when I'm lonely" Max smirked.

A tiny, but loud squeak could be heard from Oleg's direction.

"That was just for Oleg right?" Caroline asked.

Max nodded and laughed.

"You two" Han approached the counter, "Serve customers!" he gestured to the diner, which was starting to fill up.

* * *

Max took a quick break from serving, the diner was busy, she'd barely had a chance to talk to Caroline.

She stood next to Earl, who was reading a newspaper.

"What's up Earl?" Max smiled, giving the man a high five.

"Not much, how about you?" He smiled back.

"The usual, tied up in liking someone I can't have." Max sighed, still smiling though.

"That Johnny kid? He's not right for you girl." Earl shook his head.

"No, it's not him" Max laughed, glad Earl had noticed that.

"Then who's on your mind?"

"Well...it's kinda...Caroline..." Max whispered, earning her a wide eyed look of shock from her friend.

"That's...modern." Earl laughed quietly. "I didn't know you were into...that."

"I don't know if I am, you know me." Max smiled. "I've never had a best friend, I don't know if this is just a friendship or if I actually feel _that_ way towards her."

Max began to fiddle with her uniform, dropping her gaze.

A few seconds passed in awkward silence, Max wondered if her Earl would treat her the same again, as he was being unusually quiet after hearing her news.

"Well I'll tell you one thing" Earl finally piped up.

Max breathed a sigh of relief and turned to him.

"Caroline could treat you a hell of a lot better than that Johnny." He smirked, shaking his head. "At least she's got a proper job."

"Yeah, I heard she works in this crappy little diner, downtown." Max laughed.

"But, you know what else I heard about that diner?" Earl carried on.

"What's that?" Max smiled.

"The boss is a dork, the chef is a creep, but the other two that work there are just cool as hell." Earl winked.

"Yeah, I heard about them too, pretty damn cool." Max laughed, but was cut off by the sound of plates smashing.

Caroline had dropped the three orders she was carrying and had fallen over.

"Go help your girl" Earl smirked, waving Max away.

* * *

Max rushed over to Caroline and pulled her up.

"What happened? Are you okay?" She asked, trying not to sound too worried.

"I don't know." Caroline sounded slightly confused. "I think I tripped."

"Just, go and ask Oleg to remake the orders." Max replied, kneeling on the floor to pick up the plates and the scattered food.

Max noticed a lot of laughing coming from the table in front of her, along with a bag which was swiftly pulled out of the aisle.

She glanced up to see a pair of rich boys, one with brown hair, the other with blonde, they were obviously old 'friends' of Caroline's.

"Oh, you find this funny?" Max stood up, placing the plates on their table.

"Oh look Chad, it talks." The blonde boy laughed.

"Of course, your name would be Chad." Max scoffed.

"Let me guess, your name is something that could easily fit both genders as your parents weren't initially sure." The brunette boy, Chad, pointed out.

"I see they solved that problem" the blonde boy laughed again, gesturing towards Max.

"Max, are you okay?" Caroline brought two more plates over to the table.

Upon hearing Max's named, the boys burst out laughing and Caroline looked confused.

"What's so funny?" Caroline asked, before noticing the boys.

"Chad and Kevin..." she sighed, sliding the plates towards the boys.

"Well, well...if it isn't Caroline." Kevin laughed.

"How's your father?" Chad smirked.

"You know how he is Chad, leave it. Come on Max." Caroline tugged on her friend's arm.

"But Caroline, you haven't begged for me back yet" Chad cocked his head.

"Why the hell would I do that?" Caroline spun round to face him.

"Well, I could save you from this horrid diner, and the rude company" he gestured to Max before carrying on "and plus, you never got over this, let's face it."

"I am over you Chad." Caroline sighed.

She was over him, meeting Max had definitley helped her with that.

"Well, I don't see any other offers" Chad smirked.

"Well" Caroline began before being cut off.

"She's in a relationship" Max joined in, not wanting to see Caroline grilled by the pompous pair.

"She is?" Chad asked.

"I am?" Caroline whispered.

"Go with it" Max whispered back to Caroline.

"She's over you." Max began "Because she's in a relationship. With me." she breathed out.

The boys just laughed.

"Nice save" Kevin laughed.

"Caroline couldn't even hold up a straight relationship" Chad smirked.

"Oh really?" Max smirked, looking at Caroline and back again. She was about to selfishly get something she wanted and help Caroline, everybody won.

"Yeah...prove it, prove the relationship, right here, right now." Kevin challenged.

"Max, you don't have to-" Caroline began.

Max cut her off by kissing her deeply, wrapping her hands around Caroline's waist. She could feel Caroline put her hands on her shoulders and eventually pulled away from the kiss, staying in the embrace.

She turned her head to face the boys, whose jaws were open wide.

"Well..." Chad began, being cut off by someone clapping behind them.

Caroline turned her head to see Oleg leaning through the kitchen window, she sighed and shook her head slightly to him, earning her a pout from the chef, who returned to the kitchen.

"Well I apologise." Chad continued, looking down sheepishly at his meal.

Max placed a hand on his head and shoved his face down into his meal, making sure Han wasn't looking.

"If anyone asks, you slipped." Max whispered.

* * *

"You didn't have to do that" Caroline began, as the diner began to empty.

"He was being ignorant" Max smirked.

"Well, thank you" Caroline smiled, leading the way out of the diner.

Max followed behind her, waving to Oleg, she had to explain the whole kissing thing to him and now he was convinced more than ever that her and Caroline would end up together.

She waited until Caroline had opened the door and was halfway out, before dashing over to Earl and smiling at him.

"I see someone solved their dilemma" Earl winked.

"You got it. Now I've gotta find a way to talk about it." Max smiled.

"Take it slow girl, you don't wanna lose this."

Max nodded, knowing that Earl's words would be spinning in her head all night.

**A/N: I just want to apologise so much for the late release of this chapter, I started writing it on Friday and I wanted to have it out before I went on my birthday weekend but I ran out of time, I promise the next chapter will be out quicker. Thank you so much for all your reviews and views, it means a lot aw :')**


	4. Chapter 4

"What a day" Caroline sighed, slumping down on the sofa.

"Tell me about it, can you believe those jerks?" Max threw herself down next to Caroline.

"Yeah, but the thing is though. Maybe I'm not over Chad...I mean seeing him again, brought back a lot of old feelings." Caroline turned to Max hopelessly.

"You can't be serious. Do I have to kiss you again?" Max joked.

Caroline laughed and shook her head, too nervous to say anything. The kiss from Max, even if it meant nothing to the brunette, meant the world to her and it had genuinely been the greatest kiss of her life. She would keep replaying it again and again in her head.

"Okay, maybe I am over him" Caroline smirked. "How about you?"

"What do you mean?" Max asked, terrified she was going to have to be quizzed.

Caroline pulled her legs up on the sofa and sat cross-legged. "What's she like?"

Max sighed dramatically "I don't know."

"Well, you must know. She's obviously special enough to draw your attention from Johnny."

"I know that, she's beautiful. But, I just don't know..." Max trailed off, staring at the floor.

"What's wrong?" Caroline's face flashed with concern as she placed a hand on her friends shoulder.

"Nothing, nothing." Max smiled, standing up. "Let's go out and get drunk."

"Max, you can't just go out and drink your problems away." Caroline urged.

"You're right." Max sighed, walking into the kitchen.

Max pulled open the fridge and pulled out a bottle of wine, placing it on the counter. "I can drink my problems away at home."

* * *

Max and Caroline had finished the bottle of wine and Max checked the bottom before placing it on the floor.

"Max, I'm tired." Caroline moaned.

"Then go to sleep."

Caroline crawled along the sofa and laid on top of Max, who was already halfway laying down.

"I'm gonna go to sleep here okay?" Caroline laughed

"What are you doing?" Max smirked

"Going to sleep" Caroline closed her eyes and rested her head into Max's neck.

"You're fun when you're drunk" Max laughed.

"I'm not fun. I'm tired." Caroline opened her eyes, looking at Max. "Max?"

"Yeah?"

"You know you didn't have to kiss me, right?" Caroline lifted her head.

"I wouldn't have done it if I didn't want to." Max replied.

Caroline felt her heart beat faster, even if she wasn't completely aware of what was happening.

"Caroline..." Max knew she was going to regret this in the morning.

"Max, no. Think about the person you like." Caroline pulled away from Max slightly.

"Why do they matter?"

Caroline gulped. "D-do they like you back?"

Max smirked and wrapped her arms around Caroline's neck.

Caroline felt the hairs on the back of her neck stand up.

"You tell me..." Max smiled.

Caroline smiled back and leaned down to kiss Max once.

Max looked up at Caroline, slightly disappointed.

"So?" Max asked, suddenly paranoid.

Caroline leaned in once again, this time keeping her lips on Max's until she felt the kiss deepen.

Max smiled into the kiss, causing Caroline to smile too until she pulled away.

Max began to get a headache, she assumed it was the alcohol until her vision began to blur.

* * *

"Fuck!" Max screamed, waking up.

It had been a dream.

"Max?" Caroline asked, running into the room from Max's bedroom.

"What happened?" Max rubbed her forehead, sitting up.

"I'm not sure...you drank half a bottle of wine then fell asleep...I tried to wait for you to wake up but..." Caroline trailed her voice off.

Max examined around her and found a blanket draped on top of her. She also found a pillow under her head.

Caroline had made sure she was comfortable.

"My head hurts" Max tried to stand up, but went dizzy.

Caroline rushed over to Max. "Don't try to stand up, you drank way too much."

She placed one hand on Max's shoulder and the other on her waist to steady her friend, guiding her back down onto the sofa.

Max turned to Caroline, who sat down next to her.

Her head was pounding and she could feel herself lose control and fall back on the sofa.

Caroline put her arms around Max once more and pulled her off the sofa, letting her friend lean on her shoulder.

"You need to get to bed." She sighed, pulling Max into her bedroom.

Max curled up on the bed and Caroline pulled the duvet over her.

She looked around the room, she swore she heard a noise. She shook it off and turned her attention back to Max, who was now asleep.

Caroline bent down and kissed Max on the forehead quickly before leaving the room.

She knew it was stupid, but, it comforted her to kiss Max.

* * *

Caroline walked out of Max's bedroom and came face to face with Johnny.

"Woah-woah-woah!" Caroline stepped back.

"Hey" Johnny smiled, before peering over her shoulder "Is Max in?"

Caroline considered lying to him and telling him that Max was out. Partly due to the fact she didn't want Max to realise she loved Johnny, she wanted Max to love her.

"Yeah, but she's asleep..." Caroline shuffled awkwardly.

"Oh okay..." Johnny looked disappointed until they both jumped at the sound of a voice.

"Who is it Caroline?" Max appeared in her bedroom doorway.

"Max! You shouldn't be up, you're gonna be sick." Caroline sighed.

"Johnny?" Max stumbled towards him, falling into his arms.

"Hey there" he smiled. "Someone's been having a bit too much to drink huh?"

"I'll have you know, I am fine and aware of myself." Max pulled herself away from Johnny only to fall backwards and be caught by Caroline.

"Max" Johnny spoke slowly "Do you mind if we talk?"

"I'm drunk, not deaf." Max said back, mocking him. "And sure why not?"

"Max, are you sure you're rea-" Caroline began before Max placed a finger over Caroline's lips.

"I'm fine. Come on Johnny" Max grabbed his hand and dragged him into her bedroom.

* * *

Max sat down on her bed, she was beginning to feel slightly better.

"Max...about the other night" Johnny began, sitting down next to her.

"Oh, don't worry about it" she smiled "I'm not in love with you or anything."

"I know" Johnny smiled "For the record, I would've kissed you, I mean you're beautiful, but I know where your heart is."

"You _know_?!" Max said, before slapping her hand over her mouth.

"She's perfect for you Max" he smirked "and I think she feels the same."

"Really?" Max dropped her gaze.

"Yeah, I mean, when I just came in here, she didn't want me to talk to you, I think she might be jealous" he teased.

"Shut up Johnny" She smiled back at him, trying not to blush.

"Hey, I'll be disappointed if something doesn't happen here. You've never been this crazy about a person Max."

"I know. She's not even someone I've got tons in common with." Max shrugged.

Johnny placed a hand on her shoulder "That's where the best relationships come from."

"You really think I'm good enough for rich girl Caroline?" Max smirked.

"Hell yes. Talk to her okay? Also, don't worry about us" Johnny gestured between them "I'm not in love with you either. I just think you're hot."

"You sweet talker" She laughed.

* * *

Johnny left Max and walked out of her bedroom, colliding into Caroline.

Her eyes were watering and she was gripping her arms.

"Are you okay?" he asked, concerned.

Caroline looked up at him, smiling. "Yeah"

"Shit." He realised "Did you hear all of that?!"

Caroline nodded.

"Oh my god, I'm so sorry, don't think Max is creepy...or weird or anything...she's not crazy, she's just crazy about you and I'd hate for her to feel weird or for you to feel weird or-" Johnny cut himself off.

"I'm just gonna stop talking now and leave." Johnny smirked "I'm sorry, really I am."

He walked past a still silent Caroline and left the apartment.

Caroline stepped into Max's doorway, to find Max huddled up, sitting on her bed.

"Hey" Caroline smiled.

"Oh, hey" Max lifted her head.

"We need to talk."

**Okay I'm sorry but next chapter is going to be the one where they get together, I can't take it asdfghjkl but there is a lot more story to come!**


	5. Chapter 5

Max looked up at Caroline, slightly confused.

"Do we?" She asked.

Caroline blinked back the tears forming in her eyes and smiled.

Max noticed Caroline crying and jumped off of her bed.

"What's wrong?!" She put her arm around Caroline and guided her to sit on the bed.

"I heard everything you said to Johnny." Caroline said quietly.

"Oh my God. I'm so, so sorry!" Max jumped up, taking her hands off Caroline.

"It's just- I don't even know. I didn't want to make you cry!" Max ran her hands through her hair, letting them drop to her sides after.

Max felt Caroline's hand grab hers and pull her back.

"Don't be sorry." Caroline smiled. "But, are you telling the truth?"

Max sat back down. "Of course I am. Why?"

Caroline rested her hands on Max's and "Because I'm in love with you Max." She smiled, trying not to cry.

Max stared silently at Caroline's hands on top of hers.

"Max?"

"Sorry..." Max laughed quietly "I've played this through a thousand times in my head...but I'm speechless. I didn't think you'd feel the same way and-"

Caroline cut Max off by kissing her deeply, raising her hands to cup Max's face.

She pulled away slowly, keeping her forehead pushed against Max's, smiling at her shocked reaction.

"I've always wanted to do that." She smirked and went red.

"Caroline...I was gonna tell you about this but, there's just one thing" Max played with Caroline's hands.

"What is it?" Caroline asked, beginning to worry.

"I'm scared."

"About what?"

"Coming out to people I know...we know..." Max dropped her gaze.

"We don't have to tell anyone yet."

"Is this what you want?" Max asked, keeping her head down. "Me?"

Caroline put her hand under Max's chin and tilted her head up. "Yes." she said sincerely.

"I don't care if you never wanna tell anyone. I've never felt like this and this is what I want Max...you." Caroline smiled.

Max took Caroline's hand and interlocked their fingers. "If I ever disappoint you...tell me, okay?"

"You won't."

* * *

Max blinked her eyes open the next morning. The sunlight shone brightly through the curtains.

She felt a strange warmth, a comforting presence and turned round, coming face to face with Caroline, who was already awake.

"Hey" Caroline smiled.

Max leaned in and kissed her softly.

"Hey" Max smiled.

"Okay, that was cute." Caroline smirked.

"I try" Max shrugged. "We should probably get up."

Caroline nodded, sighing.

"5 more minutes?" Max yawned.

"We shouldn't..."

"Who cares?" Max chuckled, wrapping her arms around Caroline and pulling her closer.

"We can't be late." Caroline tried not to smile.

"We can make up a reason...late train...traffic...I'll think of something."

"Max..."

Max pouted at Caroline, who rolled her eyes.

"Come on" Caroline moaned "We can't lose our jobs."

"I suppose you're right." Max sighed.

* * *

"Well good morning you two" Earl smiled at the girls as they entered.

"Mornin' Earl" Max smiled back and Caroline waved at him.

Earl beckoned Max over to him and she glanced quickly at Caroline before walking back over.

"How are things?" Earl asked.

"Well..." Max flushed red and Earl simply waved his hand.

"I knew you could do it!" He laughed.

"I didn't" Max replied. "Johnny kinda helped."

"Do I even wanna know?"

"Probably not" Max smirked.

"At least you're happy" Earl shook his head.

"Max?" Han came into the diner and walked over to Max.

"Yeah?" Max spun round to talk to him.

"I have been asked to host big party!"

"Okay...that's cool Han, where are you gonna host it?"

"Here!"

Max rolled her eyes "So..."

"You will be hosting it!"

"I thought as much" Max sighed.

* * *

The diner was as busy as ever, and it was dying down at the usual time, between lunch and dinner.

Max was in the freezer, organising some things when the door swung open.

She spun round and smiled when she realised who it was.

"Oh, hey" she began.

"Hey" Caroline closed the door behind her.

"What d'ya need?" Max gestured to the freezer.

"I can't remember" Caroline laughed.

"How have you still got a job?" Max joked.

"I'll just grab something vaguely useful..." Caroline began browsing the shelves.

Max crept up behind her and wrapped her hands around Caroline's waist, resting her head on the blonde's shoulder.

"When you were rich, did you ever host a party?"

"Yes!" Caroline said excitedly. "All the time!"

"How did you do it?" Max tilted her head to look at Caroline.

"Why?"

"Han wants me to host a party...here."

Caroline turned round, linking her arms behind Max's neck. "Are you serious?!" she said, becoming more excited.

"Yeah..."

"Let me help! You should be more excited about this!"

"I don't like parties..." Max scoffed.

"Why not?" Caroline looked concerned.

"I don't like lots of people. You'll help me organise it, won't you?" Max dropped her gaze.

"You're more vunerable than you let on, aren't you?"

Max nodded, smirking. "Don't tell anyone, it'll ruin my reputation."

Caroline leant down and kissed Max gently, pulling her head up slowly.

"I love you." Caroline pulled away.

"I love you too." Max smiled.

The freezer door began to open and the girls jumped and pulled completely away from each other.

"Caroline, I asked for pie." Oleg walked in, he looked quite shocked at both of the girls being in there together.

"Am I interrupting something?" he winked.

"No..." Caroline stepped in, as Max hesitated.

"Oh. Well there's still hope." Oleg grabbed a pie and walked out, closing the door behind him.

"That was close." Caroline sighed.

"I'm sorry..." Max shuffled awkwardly "I shouldn't make you keep it quiet."

"Don't be silly" Caroline grabbed Max's hand and squeezed it quickly before leaving the freezer.

* * *

"Okay...so the guest list is: Oleg, You, Me, Han and Earl." Caroline sighed, putting down her over-chewed pen.

"Sounds like a party." Max joked, who was busy baking.

"Would it be rude to invite business-y people?"

"Why do you wanna do that?"

"Well, we could...you know...mingle...serve our cupcakes..." Caroline picked up a magazine and began to flick through it.

"Mingle? Are you kidding me?!" Max scoffed.

"Oh come on, it's easy! Do I have to show you?" Caroline teased.

"I'd rather you didn't..." Max finished off her baking and put the trays in the oven.

Caroline stood up and walked over to Max.

"Good evening" she smiled.

"Oh, we're doing this?" Max rolled her eyes.

"Play along." Caroline urged.

"Ugh. Good evening."

"Could I interest you in a cupcake?" Caroline smiled.

"Okay, this is lame."

Caroline grabbed Max's hand as she turned away. "You've gotta learn this." she smirked.

"Another time, I'm tired." Max groaned.

"Aw, do you need to go to sleep?" Caroline mocked Max in a childish voice.

Max dropped her head on Caroline's shoulder.

"Yes." she laughed.

Caroline wrapped her arms around Max and held her tight, gripping her slightly.

"Don't worry about the party..." Caroline began. "I'll take care of it." She kissed the top of Max's head.

"I wasn't worried about that, I was gonna make you do it all anyway."

"What were you thinking of then?" Caroline pulled back enough to look Max in the eye.

Max sighed and hesitated slightly.

"I wanna tell people."

**Okay a lot of fluff there because I simply couldn't resist. Sorry not sorry.**


	6. Chapter 6

"Ugh, I hate parties!" Max sighed in frustration, throwing down her pen and watching it roll across the diner.

She slumped her head on the counter, almost crying from the stress she was under.

It had been a few days since she'd been asked to host the party and nothing had gone right.

She had initially created a guest list, but was told there wasn't enough people, she had then extended the list but some people couldn't come. Caroline had tried her best to help but Max wasn't great at accepting help from others.

Then there was the matter of telling everyone about her and Caroline's relationship.

She had got more and more nervous as the day approached that they had planned to tell everyone. That day was today.

Caroline had gone out to finish off cleaning the hoarder's house as Sundays were never busy at the diner.

The door swung open and everyone in the diner looked up at once.

"Well I can tell this place has been empty" Caroline smiled as everyone apart from Max looked down again.

"Tell me about it, still more exciting than this party's gonna be though." Max sighed. "How much money did we make?"

"Just over 100 dollars" Caroline sighed and put the money down on the counter.

"Seriously?"

Caroline nodded and grimaced.

"We cleaned his mess and we get just over 100 dollars?!" Max groaned as Caroline sat down on the stool the other side of the counter.

"Calm down...we'll get there" Caroline smiled, placing a hand on Max's arm.

Max smiled weakly but appreciatively back at her.

"So...are you still ready to...well..."

"Yeah" Max smirked "Well not so much ready but, might as well do it now. Also, you wanna get that pen?" She pointed to the pen that was now under a chair in the empty diner.

"Get your own pen" Caroline chuckled.

"Max!" Han shouted, running over to her and Caroline.

"What's up?" Max leaned up and straightened out her uniform.

"On invitations, give everyone a plus one" he smiled proudly.

"Sure..." Max shrugged.

"Ask why, ask why" Han was almost jumping up and down with excitement.

"Why Han?" Max sighed unenthusiastically.

"I got a girlfriend!" he smiled brightly.

"Aw, Han!" Caroline pulled him into a hug.

"So everyone now has to bring dates to party!" Han pulled away from Caroline.

Oleg's head popped up in the kitchen window.

"Hey Caroline" he winked.

"Hi Oleg" she smiled.

"So...who will you be taking to the party?" he asked, leaning further out of the window.

Max felt the hairs on the back of her neck stand up and tried to ignore the conversation going on either side of her and pulled another pen out of the pot, beginning to write notes.

"My girlfriend." Caroline said nonchalantly.

Max's head shot up and looked at Caroline.

Caroline gave Max a tiny smile and began to pick up the money on the counter.

"Okay..." Oleg continued "You will have to let me watch some time, what about you Max?"

"Second best huh Oleg?" Max laughed, turning to face him.

"You got it." he smirked.

"Well, I'm going with someone too..."

"Who?"

Max felt herself begin to shake slightly and her face burned.

"Caroline." she muttered, trying to act as if nothing was wrong.

Oleg looked confused. "But Caroline's going with-"

He cut himself off.

"OH MY GOD." he blinked.

"How, how, how?!" Oleg pointed repeatedly at them.

"Johnny" Max dropped her gaze.

"Hold on a second" Oleg held up a finger and disappeared for a few minutes.

He re-appeared with a glass of water in his hand, he drank it then spat it out over the girls.

"Nice timing." Max sighed.

* * *

The subway was crowded on the way home but Max had other things on her mind.

"What's up?" Caroline asked.

Max took a second to reply but shook her head, smiling. "Nothing, I'm fine."

"That's not a face of someone who's fine" Caroline rolled her eyes. "Don't be so proud, tell me what's wrong?"

"It's nothing, really" Max pulled her jacket tighter over her shoulders.

"Max.." Caroline wrapped her hands around Max's neck and pulled her into a tight hug. "You can tell me anything, you know that right?"

"I know" Max smiled, pulling away but keeping one arm around Caroline as they got off the subway.

* * *

"Who knew doing nothing could be so exhausting?" Caroline slumped down on the sofa. "Give me that guest list, we've gotta get invitations done."

Max sat down next to Caroline and swung her legs up on the sofa and across Caroline. "We could do that..."

"Max..."

Max pulled herself up to sit on Caroline's lap, wrapping her hands around Caroline's neck.

"Max if we don't get these invites done then you're gonna moan tomorrow and be in a bad mood an-"

Caroline was cut off when Max kissed her deeply, cupping her face.

Caroline protested but it didn't last for long as she let Max push her down on the sofa, still in a kiss.

Max pulled away but stayed near to Caroline's face.

"You still wanna write invitations?" Max smirked.

"I don't wanna...but..."

"You're right" Max sighed, climbing off of Caroline and sitting down on the sofa again. "We have to."

"Right." Caroline grabbed Max by the collar of her shirt and pulled her back down on the sofa, kissing her roughly.

Max was taken by suprise but smiled as Caroline deepened the kiss and gripped Max tighter.

"Max?" Came a voice.

Max leaned up over the top of the sofa to see Johnny, who had climbed in through the window.

"Hold on" Max started and pulled a blanket over Caroline after kissing her quickly and quietly before standing up.

"What is it?" she asked, walking round the sofa.

"Well, I have to talk to you." he sighed. "Is Caroline here?"

"No..she's out" Max said slowly. "What's up?"

"I can't stop thinking about you."

"Johnny..." Max tried to get him to stop.

"Max, hear me out. I know how much you love Caroline...but...we've got something, I can feel it. I thought I was okay with letting it go but I'm not. I'm really not." Johnny stepped closer to Max who stared at the floor.

"Johnny.." was all Max could think to say.

Caroline felt her heart beat out of control as she tried to stop herself from crying when the room went quiet, all she wanted to do was burst out of the blanket and wrap her arms around Max and keep her away from Johnny.

But she couldn't.

She wasn't as well suited to Max as he was, he had the edge she needed, Caroline was too much of a safe person for Max.

"Just come with me...for a while...I've got something to show you." Johnny pleaded.

"Johnny, I can't." Max stood her ground.

"Half an hour, then I'm gone. Poof. Forever."

Caroline closed her eyes tightly and waited for what seemed like a lifetime, eventually she opened them and threw the blanket off herself. When she looked up, Max and Johnny were gone.

**Don't hate me for the sad ending okay I'm sorry:( it's all part of a magical plan though so it's all good:3**


	7. Chapter 7

Caroline slumped back down on the sofa and blinked the tears back from her eyes.

Max was gone.

She knew Max wouldn't be gone forever, but Caroline had to change if she wanted her to stay.

She pulled a mirror out of her bag and stared at her reflection and sighed.

Why would Max want to stay with her?

She folded up her mirror and tossed it aside, standing up and wiping the tears from her eyes.

Caroline walked to the bathroom and washed all of her makeup off her face and reached for the scissors that laid next to the sink.

* * *

"Johnny, let me go." Max sighed as Johnny pulled her along and down an alley.

"Okay." He dropped her arm and stood opposite her.

"What is it Johnny?"

"Let me kiss you."

"No!" Max moved further away from him and pushed herself against the wall to get away from him.

"Come on. Once. You wanted to like a week ago, what's changed?" Johnny moved further towards her.

"Caroline and I are..."

"You're what?"

"Together." Max gulped.

"You're fucking kidding me." Johnny took a slow step back from Max, throwing his hands up.

Max shook her head. "I really love her Johnny."

"And you think I don't love you?"

"Johnny stop. Please."

"Push me away then." He smiled, wrapping his arms around her.

"Johnny, I don't wanna lose you as a friend...but I'm gonna fucking hit you if you don't get off me."

Johnny ignored Max and just pulled her closer. He felt a sharp pain in his gut and he fell to the floor.

He looked up at Max who was in tears.

"What the fuck?!" He groaned.

* * *

Max pulled herself together as she opened the apartment door with remarkable ease, considering her hands were shaking.

She let herself drop on the floor and pulled her knees up to her chest.

She noticed the apartment was dark and she stupidly called out into the darkness.

"Caroline?" she cried.

When she recieved no reply she just cried harder and hugged herself tighter.

She had ruined everything. The only relationship she wanted to keep and make special she had ruined.

Max hated herself more than anything and wanted to stay in the darkness forever.

She couldn't tell whether or not she was falling asleep but her eyes felt heavy and soon, the sound of her own crying became distant and dream-like.

* * *

Max woke up a few hours later and Caroline still wasn't home.

She pulled herself up off the floor and scanned the apartment, she hadn't been home at any point either.

Max paced her home, trying to figure out what to do.

Her and Caroline had only just made their relationship official, and she'd already messed it up, if earlier wasn't enough to upset Caroline, then she was sure she would do it eventually. But, it was too early to throw anything away.

She yanked one of Johnny's drawings off the wall and turned it off, writing a quick note in pen before leaving out of the back door.

* * *

Caroline walked past an alley before having to go back and double check as she saw a figure crippled in pain.

She jogged down the alley and crouched down beside the victim. She turned him round and stepped back when she saw who it was.

"J-Johnny?" she called to him.

He groaned and opened his eyes.

"Shit, Caroline!" He scrambled to the wall and instantly regretted it, wincing in pain.

"What happened?" She asked.

Johnny scoffed "Has Max not told you?"

"No...I thought she was still with you."

"She was gone hours ago." Johnny's face flashed with worry. "She kicked me in the stomach then ran off."

"She kicked you?!"

"Yeah, I tried to kiss her an-"

Caroline cut him off. "Listen. Until we find Max, I don't care what you did, but afterwards, I better not see your face again, are you clear?" She shocked herself by how harsh she was being.

"G-got it." Johnny dropped his gaze. "Would she be back at the apartment?"

"Let's go check."

* * *

Caroline clicked the lights on in the apartment and scanned the room quickly.

"Max?" Johnny called.

"You check the bedroom..." Caroline pointed Johnny and examined the room.

She spotted a crumpled piece of paper on the counter.

Caroline shook as she read it.

_Hey,_

_I won't be gone forever. I just went for a walk._

_Some stuff happened with Johnny, but I'll explain that later._

_If you had any sense, you'd get out of this while you can. I'm starting to think I'm too much for anyone to look after._

_But never doubt I love you._

_Max._

"Well she's not in the bedroom." Johnny sauntered back through.

Caroline folded the paper up quickly and put it in her pocket.

"Johnny..."

"Yeah?"

"Can you show me the billboard you took Max to?"

Johnny gulped. "I guess, there's a lot of stairs though."

"I don't care."

"Do you want me to go up there with you?"

"No." Caroline spat "Just..." She calmed her voice down "Show me where it is please."

* * *

Max closed her eyes and focused on the wind blowing around her feet.

She glanced down and looked at the city, hundreds of feet below her, people running through the streets as she dangled her feet of the edge of the building.

She smiled as she felt control for once, she could end it all here. Just a few inches forward and she'd never have to be anyone's problem again.

She couldn't keep living like this, running away because she was scared of getting bored.

Max knew she wouldn't get bored of Caroline, but her mind and track record kept screaming at her and she didn't know how to feel.

"Get away from the edge." Came a voice from behind her.

The voice was so weak, she couldn't tell if it was her conscience or someone physically behind her, so she dismissed.

"Max, please get away from the edge." The voice came again, louder this time.

She turned round and saw the owner of the voice, Caroline.

"How did you know I was here?"

"Get away from that edge." Caroline insisted.

"Caroline..."

"Now Max."

Max sighed and pulled herself away from the edge, standing up and facing Caroline.

"How did you know I was here?" Max repeated.

"Johnny."

"Is he here?" Max looked shocked.

"No" Caroline smiled.

"Caroline..."

"Max I saw the note." Caroline moved towards Max.

Max dropped her gaze and began fiddling with her hands.

Caroline gripped Max's hands in hers and held them still.

"I'm such a fuck up." Max sniffed.

"No you're not, you haven't fucked anything up."

"But, I will. I _know _I will. Because nothing's ever gonna be like a fairytale and-"

Caroline cut Max off.

"Max. You come from a world where you're taught the harsh reality of life and you know the world for what it is and how horrible it can be. I grew up and I was told to believe in fairytales and happy endings, all the pretty stuff that _could_ happen."

Caroline ran her hands up to Max's neck and pulled her close.

"This is why we're perfect, because you keep my feet on the ground, but I can try and give you as close to a happy ending as I can. Not many people have that, you don't wanna throw that away."

Max nodded through her tears and fell into a hug with Caroline.

**A/N: This isn't the end guys because that would be boring;P Obviously Max has to pay the price for her 'meeting' with Johnny and that's all I'm saying. I'd also like to thank you guys for all the lovely reviews and the fact that this little fic has almost reached 2,000 views. If you have any ideas for any plot twists please feel free to message me, and we can write the story all together:3**


	8. Chapter 8

"You're gonna get arrested Max, I can feel it." Caroline panicked.

"Calm yourself, I've been arrested before."

"But, this is serious, Johnny could properly bring you down."

"Caroline. I'm tired, we have work tomorrow and you're worrying about this now?" Max turned round in bed to face the blonde whose face was twisted with worry.

"Yes..." Caroline said sheepishly.

"Johnny deserved what he got." Max smirked.

Caroline played with one of Max's stray hairs, pulling it away from her face. "But you don't deserve what you got and what you're gonna get if he tells the cops."

"You think I couldn't handle myself in jail?" Max moved a bit closer to Caroline, attempted to comfort her.

"I don't doubt that you could, to be honest. You'd rule that jail." Caroline smiled weakly.

Max placed her hand on Caroline's waist and stroked it gently with her thumb. "I'm gonna be okay."

"You promise?" Caroline snuggled into Max.

"I promise" Max lied, she knew that if the police got hold of her, things wouldn't be okay.

* * *

Caroline woke up in the middle of the night and sat bolt upright when she realised Max wasn't next to her.

Her mind was suddenly active of what to do if Max had gone again.

She tried to clear her mind and threw the covers off herself.

She paused at the door when she noticed the light breaking through it, she stuck her head through slowly and saw Max in the kitchen.

There were mixing bowls everywhere and Max was hunched over the counter, writing in the notepad for the party.

Caroline smiled and snuck out of the bedroom, making sure Max didn't notice her.

She hugged Max slowly from behind, resting her head on the brunette's shoulder when she felt her jump.

"What are you doing up so late?" Caroline asked.

"I could ask you the same" Max smirked.

"I was looking to find where you had gone, now it's your turn."

"I needed to get some stuff done for the party..." Max trailed off and began scribbling on the notepad again.

Caroline took the pen from Max's hand and threw it across the apartment.

"Bedtime." She stated.

Max turned round, still locked in Caroline's arms. "I'm almost done."

"And now you're finished." Caroline smiled.

"Caroline..." Max moaned "I just have to ring one more person."

"Fine" Caroline sighed, dropping her arms from around Max.

Max grabbed Caroline's arms and wrapped them back around herself, kissing Caroline gently.

"I'll be 5 minutes okay?" she smirked.

* * *

Caroline was just about to fall asleep when she felt Max climb into bed behind her.

"So?" Caroline asked, referring to the party.

"We're all ready to go, we just have to go shopping for clothes tomorrow and then we're ready for tomorrow night." Max smiled.

"I love shopping" Caroline laughed.

"That makes one of us" Max replied.

* * *

"Oh for God's sake Max!" Caroline moaned as she was waiting for Max to finish getting ready for the party.

"Alright, alright!" Max moaned back, coming out of the bedroom.

Caroline went silent when she saw Max and just smiled in her direction.

"What?" Max asked, checking herself. "Is something wrong? Do I have toilet paper on my leg or something in my teeth?"

"No" Caroline chuckled. "It's just-"

"What is it?" Max sounded paranoid, stepping towards Caroline.

"You look...really beautiful."

"Oh" Max blushed and tried to hide her face subtly. "So do you."

Caroline wrapped her arms around her girlfriend and pulled her into a tight hug. "Are you still nervous about meeting people?"

Max nodded and buried her head into Caroline's shoulder. "You got the cupcakes?"

"All packaged and ready." Caroline pulled back and smiled briefly before kissing Max gently on the forehead.

* * *

For once, there was a line outside the diner. Max couldn't stop herself from looking as they walked past the queue and straight inside.

"I feel like a VIP." Max laughed when she got inside.

"Oh, I'm used to all this." Caroline placed the cupcake boxes on the counter and began to lay them out.

"I've never been to a proper party."

"Well, what did you do in your teenage years? Like for fun and stuff?" Caroline turned round.

"Mostly got wasted in parking lots and partied round people's houses, you didn't do that?"

"Oh God, no." Caroline laughed.

"Max!" Came a voice from across the diner.

Han appeared with a pretty girl who had her arm around him.

"Hey Han!" Max smiled "So, this is your girlfriend, huh?"

Han nodded and the pretty girl spoke up. "I'm Jessica."

"It's nice to meet you" Caroline shook her hand while Max just stared at her.

"So, who's at the party?" Han asked.

"Well, the magazine reps who wanted it, some old friends and a couple of business prospects for me and Caroline." Max scanned the room, nervously.

"Han!" A tall man with glasses the other side of the diner waved at him through the crowd.

"I guess we have to go sweetie." Jessica said quietly. "It was nice meeting you both."

Caroline waved as Han and Jessica walked off and Max just kept scanning the crowd.

"What's wrong?"

"I think I just saw Johnny" Max gulped.

Caroline rested her hand on Max's forearm gently and coaxed her to stop straining her neck to look over the crowd.

"If he's here, he's here. We can't do anything about that, just try and relax? We've gotta meet some people about the cupcakes in a while."

Max nodded and kissed Caroline on the cheek. "I don't know where I'd be without you."

"Well, I'd be sleeping on the subway for sure." Caroline chuckled.

"I'd probably be with-" Max was cut off.

"Hi." Johnny appeared.

"Speak of the devil." Caroline sighed.

"Max, I just wanted to apologise." Johnny pleaded.

"Johnny, don't."

"Max, why not? You're happy with Caroline, why can't I apologise."

"Because I can't have you near." Max sighed, making sure Caroline was occupied with something else.

"I don't know if I'm over you Johnny..." Max whispered.

Johnny's face flicked with a smile quickly before dropping.

"Oh."

They both shuffled awkwardly.

"But Max, you're one of my best friends, I don't wanna lose you from my life." Johnny dropped his gaze.

"I'll get over you Johnny...eventually...but you can't be around until then."

Johnny grabbed Max's hands and this time she didn't pull away.

"I'm sorry, maybe if this worked out better then we could have something beautiful, friends or lovers."

Max just nodded and bit her lip.

"I love you Max." Johnny smiled.

"You too." Max smirked and hesistated "And that's why you have to leave now."

"I know." He kissed her on the cheek and left.

Max waited for a few minutes and then left the party to go home.

* * *

Max was laying on the sofa, waiting for Caroline to get home.

She suspected Caroline would be mad after Max had just left her, but she had told Earl to let Caroline know where she'd gone.

Max pulled the blanket tighter over her and tried to get some sleep but her mind wouldn't let her rest.

Johnny kept popping into her head, but it was already full of Caroline. She was stuck between two people.

She heard the apartment door click open and flinched, waiting for Caroline to be mad.

"Hey." Caroline said softly, walking over and kneeling down in front of Max.

"Is the party over?" Max asked.

Caroline shook her head.

"You should still be there then" Max smiled, reaching out a hand to stroke Caroline's face.

"I was worried about you."

"Don't be."

"But Johnny..."

"Johnny's okay." Max smiled. Just saying his name brought similar feelings that mentioning Caroline did.

"I love you." Max blurted out.

"I love you too." Caroline leaned in and kissed Max deeply.

Max smiled into the kiss but eventually pulled away. "I need to tell you something."

"Go for it."

"I'm not over Johnny."

**A/N: Okay, another dramatic ending, but the story would be boring without it wouldn't it?;) Don't worry though, everything's gonna work out:3**


	9. Chapter 9

"W-what?" Caroline stood back from Max.

"It's nothing, really." Max sat up on the sofa.

"Max, it's everything..."

"I can get over Johnny." Max pleaded.

"That's what you thought last time." Caroline began pacing the room.

"Caroline..." Max stood up, approaching Caroline.

"Max, it's been like a week, and I'm so stressed out already, is this what it's always gonna be like?!" Caroline knew she shouldn't have said that as soon as the words came out of her mouth, but she could barely cope anymore.

"I...I don't know." Max said slowly and sat back down.

"Max, I love you...I've loved you since I met you and I thought that this would be perfect, but things keep getting in the way. Things being Johnny."

"Isn't it obvious who I love more?! I'm with you aren't I?" Max was almost crying.

"I know Max...but, I can't be with you knowing I'm not the only one. I've been through this before and it's not something I wanna put myself through again, and I-I...I need a walk." Caroline walked out of the apartment.

Max sighed and pulled her knees up to her chest, she'd fucked up again.

She reached for her phone and dialled the only person that could fix this.

Johnny.

* * *

"I came as soon as I could, what happened?" Johnny rushed into the apartment and Max looked up from her foetal position on the sofa.

"I don't even know." Max shook her head and put it back down.

"Well, what was said?" Johnny crouched down in front of her.

"I just told her I wasn't over you and-" Max began, tears welling in her eyes when Johnny cut her off.

"You told her?!" Johnny shook his head and sat on the end of the sofa.

"I couldn't lie!" Max sat up to make room for Johnny.

"Max..."

"Yeah?"

"Is there any chance of...us?" Johnny asked

"Not as long as Caroline's here." Max pulled her knees to her chest again.

"Okay...then, I'm gonna help you here. I know where Caroline is."

"Where?" Max asked quietly.

"She went to the diner, she's not working, but she'll be there."

Max stood up but Johnny pushed her back down.

"What are you doing?" she asked "We have to go!"

"Hold on, I've got a plan." Johnny smirked.

* * *

"Thanks again for letting me sit here, Han." Caroline smiled.

"It's okay, no problem, I too am heartbroken." Han sat down opposite her.

"Aw, what happened?" Caroline asked.

"Jessica had to go back home." Han sighed.

"I'm sorry, Han." Caroline offered him another small smile.

"So, why are you here?" Han asked.

"Max isn't over Johnny and I know I'll end up coming second place to him. Max doesn't mean to do it, but they're perfect for each other." Caroline sighed.

"Maybe I should just leave..." she added.

"Where would you go?" Han asked.

"I don't know...but out of the city. There's not much here anymore, my father's in jail, everyone I used to know hates me because of it and the love of my life is torn between two people. Maybe it would make life easier for her."

"Caroline, you know that everyone here would want you to stay, including me. But, if it's really what you want to do, then you should do what's best for you."

Caroline nodded silently and played with her hands on the table, looking down at them.

Han sighed heavily and turned round when he heard the door open.

"We're closed." He pointed out.

"I don't care, I need to talk to Caroline." A voice travelled through the almost empty room and Caroline instantly looked up.

"What do you want Johnny?"

"I just said, I want to talk to you." Johnny jogged over to the table.

Caroline stood up, "I said that after we found Max I didn't want to see you again."

Johnny stepped closer to Caroline. "Caroline hear me out."

"No. I'm leaving." Caroline stared defiantly at him. "Sorry Han, and Johnny, I wish you and Max the best of luck in the future."

She pushed Johnny out of the way and left the diner.

"Johnny?" Han asked "What was the meaning of that?"

"It's all a plan" Johnny smiled "Don't worry."

* * *

Caroline stepped out of the diner in a hurry and bumped into someone.

She apologised and looked up.

"Max..." she said, almost breathlessly.

Max smiled, though tears stained her face. "Are you really gonna leave?"

Caroline sighed. "I'm considering it."

"Don't leave me. I know I'm not right, I know I get confused over my feelings but I would cut Johnny out completely just for you to stay."

"I can't expect you to do that, he's your best friend."

"No." Max ran her hand down Caroline's arm. "You're my best friend."

"Max, I wanna believe you-"

Caroline was cut off when Max kissed her deeply, wrapping her hands around Caroline's neck.

"Well that helps..." Caroline gave a small smile.

"Come with me quickly." Max grabbed Caroline's hand.

* * *

Max led Caroline back into the apartment and turned the lights on.

"Stay there." Max went into the bedroom.

She came back a few seconds later with a board in her hands.

"I was gonna give this to you as like a huge romantic gesture, but if you're gonna leave...then take this with you."

Caroline turned the board over.

It was littered with Max and Caroline's failed website pictures.

"Max..."

"It's one of those board things that you do, and it's full of what I want...us. Damn that was cheesy I'm gonna go shoot myself for that."

"That was pretty cheesy" Caroline laughed. "But, I love it."

"So...stay?" Max asked.

"This doesn't erase your feelings for Johnny." Caroline sighed.

"But you can."

"I don't wanna be second best."

"You will never be second best." Max assured her. "To anyone. Ever."

Max moved closer to Caroline and interlocked their fingers.

"Max, I love you." Caroline smiled.

"I love you too." Max smirked.

**A/N: EHRMERGERD so there we go, they're back together, I really wanna carry this on, do I make it a sequel or just carry on in one story, I'm not sure guys help me out:3**

**Also, this fic hit 3000 views yesterday and I just wanted to thank you all soooo much for all your reviews and views, they make my day:)**


	10. Chapter 10

Caroline woke up suprisingly early the next morning and squinted through the sunlight that was breaking through into Max's room.

She turned round to find Max awake too.

"You're awake early." Caroline smiled.

"Don't get used to it." Max smirked.

"What's up?" Caroline asked.

"What makes you think something's up?"

"Max...it's before noon on a saturday and you're awake...something's wrong." Caroline laughed.

"Everything happened so fast." Max sighed eventually.

"What do you mean?" Caroline wrapped an arm around Max.

"I told you I loved you, got you, came out to everyone, lost Johnny, got Johnny back, almost lost you and now you're back again..."

"I guess it has been a busy few weeks." Caroline shrugged.

There was a knock at the door and Max sat up.

"Who the hell is that?" Max asked, getting out of bed.

Max crossed the apartment and answered the door. She came face to face with a police officer.

"Oh shit." Max laughed.

"Are you Max Black?" The police officer asked.

"Yeah" Max replied.

"You're under arrest for assault." The police officer turned Max round and put handcuffs on her hands.

"Can't I at least get dressed?" Max protested.

"No, I'm afraid you have to come with us the way you are."

"Well, can't I let my girlfriend know where I'm going?" Max struggled against the police officer.

"Fine." He sighed and followed Max to her bedroom.

"Start a fight." Max mouthed to Caroline, who looked shocked when she saw Max being escorted in.

Caroline nodded "Max!" she shouted.

"Oh great, this again." Max rolled her eyes and turned to the police officer. "She's not a morning person."

"You got arrested _again_?!" Caroline jumped off the bed and squared up to Max.

"Look, I can explain Carol-"

"You'll explain nothing! You've been nothing but trouble!"

"Caroline please" Max begged.

"I don't think this is working Max." Caroline forced herself to cry.

"Uh, ma'am?" The police officer asked.

"What do you want?!" Caroline cried louder.

"Um, maybe I'll come back for you in a bit." He stuttered and made a hasty exit.

Max burst out laughing. "That was brilliant."

"I try." Caroline smiled, wiping the tears from her eyes.

Max kneeled on the floor and reached under the bed awkwardly. She pulled out a toolbox and turned round again. She opened the toolbox with her mouth and pulled pliers out.

"Break these handcuffs?" Max asked, sitting down on the floor.

"You look like you've done that a lot." Caroline laughed, picking up the pliers.

"I guess you could call it a talent of mine." Max smirked.

"You worry me sometimes."

Caroline managed to break the handcuffs after some effort and Max was able to move her hands freely again.

She reached back into the toolbox and pulled out a screwdriver, forcing the locks on the individual halves of the handcuffs open and shaking them off her wrists.

"Do I wanna know where you learned this?" Caroline asked.

"It's actually a pretty cool story."

"Okay..." Caroline continued.

"I learned it in prison." Max said.

"You've been to prison?!" Caroline sat back on the bed.

"4 times."

"For what?"

"I can't even remember." Max chuckled, sitting opposite Caroline on the bed.

"Well, you're gonna get sent straight back there soon enough." Caroline dropped her gaze.

"Nope." Max smirked.

"Max, you can't run away from the law...can you?"

* * *

"I can't believe we're doing this..." Caroline sighed.

"Sh, this will work." Max grinned.

Max was dressed in a trench coat, bowler hat and sunglasses.

"It's like a bad scene from a cartoon." Caroline put sunglasses on and followed Max into the police station.

"Good afternoon." Max said in a gruff voice, approaching the desk.

"Uh, hi." The officer behind the desk shot them a look.

"I'd like to drop my charges against Max Black." Max looked around her.

"You're Mrs. Jones?" The police officer raised an eyebrow.

Max choked up. "Uh-um..."

"I'm Mrs. Jones." Caroline stepped in.

"Yes, I'm Mr. Jones, I speak for my wife."

"Right...So all charges dropped against Max Black?" The police officer sighed.

"Uh, that's correct." Max looked around her again.

"Max, we know it's you. Every time." The police officer put down his pen and folded his arms.

"Goddamit!" Max threw off her bowler hat. "How long this time?"

"Just overnight. Who's your friend?" he asked.

"Hi, I'm Caroline Channing." Caroline smiled.

"No shit." The officer smirked. "I would say we don't get your kind here but..."

"Yeah...I figured you'd say something like that." Caroline smiled weakly.

Max sighed as two other police officers began to link arms with her.

"Well, I'll see you tomorrow I guess." Max smirked.

Caroline sighed but smiled. "Sleep well" she kissed Max quickly before she was led off.

The police officer behind the desk gave her a look. "I would ask what you're doing hanging around with Max but...if it's like that then I completely understand."

"What do you mean?" Caroline didn't know whether or not to be offended.

"Well...you know...I would." he smirked.

"Yeah, well you can't, okay?" Caroline found herself getting defensive again.

"Calm down Channing, it's only Max."

"Excuse me?!" Caroline approached him further. "It's never only Max. It's Max, don't you dare disregard her like that."

"Are you threatening me?"

"Are you offending my girlfriend?"

"I asked you first."

"Grow up." Caroline slapped him round the face.

The police officer signalled two other officers to link arms with Caroline.

"Put her with Max." He sighed.

* * *

Max kicked the floor around the slightly familiar cell.

She was never gonna let whoever Mr and Mrs Jones were get away with this.

She collapsed down on the thin bottom bunk of the bed and stared at the ceiling.

It was only a few minutes before the cell door clicked open.

"Is it morning already?" She scoffed.

She sat up so quickly she hit her head when she realised who was in the cell with her.

"Hey roomie." Caroline smiled, gripping her arms.

"What the hell?" Max laughed.

"The guy at the desk...well, he was a douche."

"Tell me something I don't know, what did you do?"

"I...slapped him." Caroline bit her lip, smirking slightly.

Max gave a small smile, rubbing her head. She patted the space next to her on the bed until Caroline sat down.

"Jail's kinda creepy." Caroline looked around it.

"I like it." Max smirked, leaning in and kissing Caroline deeply.

"You like it that much?" Caroline asked, keeping her hands on Max's waist.

Max chuckled and shook her head. "No, I like you."

"In jail Max, really?" Caroline smiled.

"Do you have a problem?"

"It all comes with the package doesn't it?" Caroline laughed "The romantic setting, the sweet talk." She rolled her eyes.

"You get used to it."

**A/N: Okay, so this was really fluffy. Sorry not sorry.**


End file.
